1. Introduction
These Terms of Service ("Terms") constitute a legally binding agreement between Nexus Lab Digital Pty Ltd and you ("Client," "you," or "your"). By engaging our services, you agree to comply with and be bound by these Terms. If you do not agree with these Terms, please do not engage our services.
2. Scope of Services
2.1 Services Provided
The Agency provides digital marketing services, including but not limited to search engine optimisation (SEO), pay-per-click (PPC) advertising, social media marketing, content creation, website design and development, and other related services as described in the Service Agreement or Statement of Work ("SOW").
2.2 Custom Service Agreement
Each Client engagement will be governed by a separate Service Agreement or SOW, detailing the specific services to be provided, the deliverables, timelines, and fees associated with the services. The Service Agreement or SOW will be incorporated into these Terms by reference.
3. Fees and Payment Terms
3.1 Service Fees
The Client agrees to pay all fees as specified in the Service Agreement or SOW. Payments are due in accordance with the payment schedule outlined in the Service Agreement. All fees are exclusive of GST (Goods and Services Tax) unless otherwise stated.
3.2 Late Payments
If payment is not received by the due date, the Agency reserves the right to suspend or terminate the provision of services until payment is made. The Agency may also charge interest on overdue amounts at the rate of 1.5% per month or the maximum rate permitted by law, whichever is lower.
3.3 Refund Policy
Refunds will only be issued as outlined in the Service Agreement or SOW. Generally, fees paid for services rendered are non-refundable.
4. Client Responsibilities
4.1 Provision of Materials
The Client agrees to provide all necessary materials, content, data, and other information required by the Agency to perform the services. The Client warrants that all such materials are accurate, complete, and do not infringe upon the rights of any third party.
4.2 Approvals and Feedback
The Client is responsible for providing timely feedback and approvals as needed throughout the duration of the project. Delays caused by the Client may result in changes to the project timeline and are not the responsibility of the Agency.
5. Intellectual Property Rights
5.1 Ownership of Deliverables
All intellectual property rights in materials created by the Agency as part of the services will remain the property of the Agency until full payment is received. Upon receipt of full payment, the Agency grants the Client a non-exclusive, royalty-free license to use the deliverables for the purposes specified in the Service Agreement or SOW.
5.2 Client-Provided Materials
The Client retains ownership of all intellectual property rights in materials provided to the Agency. The Client grants the Agency a non-exclusive license to use, reproduce, and modify such materials solely for the purpose of providing the services.
6. Confidentiality
6.1 Confidential Information
Both parties agree to maintain the confidentiality of all proprietary or confidential information disclosed during the course of the engagement. This obligation extends beyond the termination of the engagement. Confidential information does not include information that is public knowledge or becomes publicly available through no fault of the receiving party.
7. Limitation of Liability
7.1 No Guarantee of Results
The Agency does not guarantee any specific results from the services provided, including but not limited to specific rankings, traffic increases, or revenue gains. Marketing outcomes are influenced by many factors outside the Agency's control.
7.2 Liability Limitation
To the fullest extent permitted by law, the Agency's liability to the Client for any claims arising out of or in connection with the services provided shall be limited to the amount paid by the Client to the Agency under the relevant Service Agreement or SOW. The Agency shall not be liable for any indirect, incidental, consequential, or special damages, including loss of profits, data, or business opportunities.
8. Termination
8.1 Termination by Client
The Client may terminate the services at any time by providing written notice to the Agency. The Client will be responsible for all fees and expenses incurred up to the effective date of termination.
8.2 Termination by Agency
The Agency reserves the right to terminate the services if the Client breaches these Terms, fails to make timely payments, or engages in conduct that, in the Agency's sole discretion, is detrimental to the Agency's interests.
9. Governing Law and Dispute Resolution
This Agreement shall be governed by and construed in accordance with the laws of the State of Victoria, Australia. Any disputes arising out of or relating to this Agreement shall be resolved exclusively in the courts located in Victoria, Australia.
10. Amendments
The Agency reserves the right to amend these Terms at any time. Any changes to these Terms will be posted on the Agency's website or communicated to the Client in writing. Continued use of the services after such changes have been made will constitute acceptance of the amended Terms.
11. Notices
Any notices required or permitted under these Terms must be in writing and delivered to the respective parties by hand, email, or certified mail to the addresses provided in the Service Agreement or SOW.
12. Entire Agreement
These Terms, together with any Service Agreement or SOW, constitute the entire agreement between the parties and supersede all prior or contemporaneous communications, representations, or agreements, whether oral or written, concerning the subject matter herein.
13. Severability
If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
